PayPal Holdings (PYPL) 10-K risk factor changes: FY2025 vs FY2024

[removed: The techniques] [added: Techniques] used to attempt to obtain unauthorized or illegal access to systems and information (including customers’ personal data), disable or degrade service, exploit vulnerabilities, or sabotage systems are continuously evolving.

[removed: In some circumstances, these] [added: These] attempts may not be recognized or detected until after they have been launched against a target.

Unauthorized parties continuously attempt to gain access to our systems or facilities through various means, including through hacking into our systems or facilities or those of our customers, partners, or vendors, and attempting to fraudulently induce users of our systems (including [added: customers,] employees, [removed: vendor] and partner [removed: personnel] and [removed: customers)] [added: vendor personnel)] into disclosing user names, passwords, payment card information, multi-factor authentication application access or other sensitive information used to gain access to such systems or facilities.

This information may, in turn, be used to access our customers’ confidential personal or proprietary information and financial instrument data that are stored on or accessible through our information technology [added: (“IT”)] systems and those of third parties with whom we partner.

This information may also be used to execute fraudulent transactions or [removed: otherwise engage in fraudulent actions.][added: other activity.]

Numerous and evolving cybersecurity and related threats, including advanced and persisting cyberattacks, [added: artificial intelligence (“AI”)-enabled threats,] cyberextortion, distributed denial-of-service attacks, ransomware, spear phishing and social engineering schemes, the introduction of computer viruses or other malware, and the [removed: physical] destruction of all or portions of our [removed: information technology] [added: IT] and infrastructure and those of third parties with whom we partner or that are part of our [removed: information technology] [added: IT] supply chain, are becoming increasingly sophisticated and complex, may be difficult to detect, and could compromise the confidentiality, availability, and integrity of the data in our systems, as well as the systems themselves.

We believe that hostile actors, who may comprise individuals, coordinated groups, sophisticated organizations, or [removed: nation state] [added: nation-state] supported entities, may target PayPal due to our name, brand recognition, types of data (including sensitive payments- and identity-related data) that customers provide to us, and the widespread adoption and use of our products and services.

Any of the foregoing events may subject us to fines, penalties, regulatory or other enforcement actions, and [added: adversely affect] our business, [removed: reputation] [added: reputation,] or financial [removed: condition may be adversely affected.][added: condition.]

Any cybersecurity incidents, including cyberattacks or data security breaches affecting the [removed: information technology] [added: IT] or infrastructure of our customers, partners, or vendors (including data center and cloud computing providers) or of companies we acquire, could have similar negative effects.

While we maintain insurance [removed: policies intended] to help offset the financial impact [removed: we may experience from] [added: of] these risks, our coverage may be insufficient to [removed: compensate us for] [added: cover] all [added: our] losses caused by security breaches and other damage to or [added: unavailability of our systems.]

| [removed: ] [added: ] | | | | | | | | | [removed: 14] [added: FY 2025 FORM 10-K] | | | [added: 14 | | |]

A catastrophic event that [removed: could lead to] [added: results in] a disruption [added: to] or failure of our systems or operations could result in significant losses and require substantial recovery time and significant expenditures to resume or maintain operations.

[removed: Further, some] [added: Some] of our systems, including those of companies that we have acquired, are not fully redundant and any failure of these [removed: acquired] systems, including due to a catastrophic event, may lead to operational outages or delays.

We have experienced, and expect to continue to experience, system failures, cyberattacks, unplanned outages, and other events or conditions [removed: from time to time] that have [removed: and] [added: or] may interrupt the availability, or reduce or adversely affect the speed or functionality, of our products and services.

While we continue to undertake system upgrades and re-platforming efforts designed to improve the availability, reliability, resiliency, and speed of our [removed: payments] platform, these efforts are costly and time-consuming, involve significant technical complexity and risk, may divert our resources from new features and products, and may ultimately not be effective.

Frequent or persistent interruptions in [added: or disruptions to] our services could permanently harm our relationship with our customers and partners and our reputation.

We [removed: also] rely on facilities, components, applications, software, and services supplied by third parties, including data center facilities and cloud data storage and processing services.

While we maintain [removed: insurance policies intended to help offset the financial impact we may experience from these risks,] [added: business interruption insurance,] our coverage may be insufficient to [removed: compensate us for] [added: cover] all [added: our] losses caused by interruptions in our service due to systems failures and similar events.

In addition, any failure to successfully implement new information systems and technologies or improvements or upgrades to existing information systems and technologies in a timely manner could lead to regulatory scrutiny, significant fines and penalties, and mandatory and costly changes to our business, adversely impact our business, internal controls, results of operations, and financial condition, and ultimately [removed: could] cause us to lose existing licenses that we need to operate or prevent or delay us from obtaining additional licenses that may be required for our business.

Rapid, significant, and disruptive technological changes impact the industries in which we operate, including payment technologies (including real-time payments, payment card tokenization, virtual currencies, distributed ledger and blockchain technologies, and proximity payment technology such as Near Field Communication and other contactless payments); [removed: internet] [added: web] browser technologies that enable users to easily store their payment card information for use on any retail or e-commerce [removed: website; artificial intelligence (“AI”) and machine learning; developments in technologies supporting our regulatory and]

| [removed: ] [added: ] | | | | | | | | | [removed: 15] [added: FY 2025 FORM 10-K] | | | [added: 15 | | |]

[added: website; AI; developments in technologies supporting our regulatory and] compliance obligations; and in-store, digital, [added: agentic] and social commerce.

We expect that new technologies applicable to the industries in which we operate, including the development, adoption, and use of generative AI [removed: technologies,] [added: technologies and autonomous AI agents,] will continue to emerge and may be superior to, or render obsolete, the technologies we currently use in our products and services.

Our ability to [removed: develop, provide or incorporate new technologies and] adapt our existing products and services [added: to incorporate new technologies] or develop future and new products and services using new technologies may be limited or restricted by industry-wide standards, platform providers, payments networks, changes to laws and regulations, changing customer expectations, third-party intellectual property rights, and other factors.

Our business is subject to complex and changing laws, rules, regulations, policies, [added: licensing schemes,] and legal interpretations in the markets [removed: in which] [added: where (and relating to the industries and merchants to which)] we offer services directly or through partners, including, but not limited to, those governing: banking, credit, deposit taking, cross-border and domestic money transmission, prepaid access, foreign currency exchange, privacy, data protection, data governance, cybersecurity, banking secrecy, digital payments, cryptocurrency, payment services (including payment processing and settlement services), lending, fraud detection, consumer protection, antitrust and competition, economic and trade sanctions, anti-money laundering, and counter-terrorist financing.

As we introduce new products and services and expand into new [removed: markets,] [added: markets and support new industries and merchants,] including through acquisitions, we expect to become subject to additional regulations, restrictions, and licensing requirements.

In addition, because we facilitate sales of goods and provide services to customers worldwide, one or more jurisdictions may claim that we or our customers are required to comply with their [removed: laws,] [added: laws and regulations,] which may impose different, more specific, [removed: or] [added: and/or] conflicting obligations on us, as well as broader liability.

[removed: Any] [added: We may not be able to respond quickly or effectively to regulatory, legislative, and other developments, and any] failure or perceived failure to comply with existing or new laws, regulations, or orders of any government authority (including changes to or expansion of their interpretation) may [added: result in audits, inquiries, investigations, whistleblower complaints, and adverse media coverage;] subject us to significant fines, penalties, monetary damages, injunctive relief, criminal and civil lawsuits, forfeiture of significant assets, and enforcement actions in one or more jurisdictions; result in additional compliance and licensure requirements; cause us to [added: temporarily or permanently] lose existing licenses or prevent or delay us from obtaining additional licenses that may be required for our business; increase regulatory scrutiny of our business; divert management’s time and attention from our business; restrict our operations; lead to increased friction for customers; [added: lead to loss of banking and other commercial partner relationships;] force us to make changes to our business practices, products, or operations; require us to engage in remediation activities; or delay planned transactions, product launches, or improvements.

The complexity of U.S. federal and state and international regulatory and enforcement regimes, coupled with the global scope of our operations and the evolving global regulatory environment, could result in a single event prompting a large number of overlapping investigations and legal and regulatory proceedings by multiple [removed: government authorities in different jurisdictions.]

| [removed: ] [added: ] | | | | | | | | | [removed: 16] [added: FY 2025 FORM 10-K] | | | [added: 16 | | |]

et Cie, S.C.A. (“PayPal (Europe)”), our wholly-owned subsidiary that is licensed and subject to regulation as a credit institution in [removed: Luxembourg] [added: Luxembourg,] and [added: to our customers in the United Kingdom (“U.K.”) through] PayPal U.K. Limited (“PayPal U.K.”), a wholly-owned subsidiary that is subject to regulation as an electronic money institution and a consumer credit firm (and [removed: registration] [added: registered] as a crypto asset business) in the [removed: United Kingdom (“U.K.”)] [added: U.K.] by the Financial Conduct Authority (“FCA”).

PayPal (Europe) or PayPal U.K. may be subject to enforcement actions and significant fines and penalties if [removed: either violates] [added: they violate] applicable requirements.

Compliance with applicable laws and regulations could become more costly and operationally difficult to manage due to additional supervision, potentially inconsistent interpretations, and domestic regulations by various countries in the [removed: region.][added: EEA.]

Applicable regulation relating to payments, anti-money laundering, and digital services, which are key focus areas of [added: European] regulators and subject to extensive new regulation, could subject us to additional and complex obligations, risks, and associated costs, and impact our ability to expand our business in Europe.

For many of [removed: the] [added: our] other markets outside the U.S., we provide services on a cross-border basis through PayPal Pte.

Ltd. [removed: has been] [added: is supervised by the Monetary Authority of Singapore (“MAS”), and in July 2023 was] issued a Major Payment Institution license by the MAS under the Payment Services Act 2019.

There are substantial costs and potential product and operational [removed: changes] [added: considerations] involved in maintaining and renewing licenses, certifications, and approvals, and we could be subject to enforcement actions, fines, penalties, and litigation if we are found to violate any of these requirements.

In certain markets, we may need to rely on local banks or other partners to process payments and conduct foreign currency exchange transactions in local currency, and local regulators may use their [removed: authority] [added: authority, including] over such local [removed: partners] [added: partners,] to prohibit, restrict, or limit us from doing business.

Any of the foregoing could, individually or in the aggregate, result in substantial additional costs, delay or preclude planned transactions, geographical [removed: expansions,] [added: expansion,] or product launches or improvements, require significant and costly operational changes, impose restrictions, limitations, or additional requirements on our business, products and services, or prevent or limit us from providing our products or services in a given market.

Our customer cryptocurrency offerings [removed: could] [added: may] subject us to additional regulations, licensing requirements, or other obligations or liabilities.

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For example, in August 2025, PayPal experienced a temporary service disruption triggered by a coding error in a system update, which primarily impacted a limited number of customers and partners in Germany.

In connection with this disruption, we experienced some fraudulent transaction activity for a limited time period.

We have incurred transaction losses and other expenses as a result, including claims under our protection programs, and this or other disruptions may subject us to increased regulatory scrutiny, fines, penalties and litigation.

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Regulators and legislators globally continue to establish, evolve, and increase their regulatory authority, oversight, and enforcement, and it may be difficult to predict how these may be applied to our business and the way we conduct our operations.

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government authorities in different jurisdictions.

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business, which does not permit us to engage in securities brokerage or dealing activities.

Additionally, we are a digital asset service provider under the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”), which subjects us to obligations relating to our cryptocurrency business and may affect the competitive landscape for payment stablecoins.

The recently enacted GENIUS Act provides a regulatory framework that is in the process of being implemented.

Increased global regulatory focus on short-term installment

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deploy or use existing or future AI technologies.

For example, there continues to be enforcement activity in connection with federal and state consumer protection laws, including suits which seek civil penalties.

There can be no assurance that we will be successful in protecting or

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determined when the loan is made and will not be affected by subsequent events such as sale, assignment, or other transfer.

We have entered into agreements with third parties to sell various buy now, pay later loan receivables originated by PayPal entities.

Numerous and evolving fraud schemes and misuse of our

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Strategic transactions may involve additional significant challenges, uncertainties, and risks, including challenges of obtaining regulatory or other approvals, integrating new employees, products, systems, technologies, operations, and business cultures; challenges associated with operating acquired businesses in markets or business areas in which we may have limited or no

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In particular, recent tariffs and reciprocal trade measures enacted or threatened to be enacted by the U.S. and other countries have led to increased volatility and uncertainty in certain parts of the global economy.

We cannot predict the timing, strength or duration of any economic volatility, slowdown, instability or recovery, whether in the U.S. or globally, or within any particular industry.

Under payment card network rules and our contracts with our payment processors, if there is a breach of payment card information stored by us or our direct payment card processing vendors, we could be liable to the payment card issuing banks, including for their cost of issuing new cards and related expenses.

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unavailability of our systems.

Regulators and legislators globally have been establishing, evolving, and increasing their regulatory authority, oversight, and enforcement in a manner that impacts our business.

Ltd. is supervised by the Monetary Authority of Singapore (“MAS”).

As of July 1, 2023, PayPal Pte.

For example, if the Securities and Exchange Commission (“SEC”) were to assert that any of the cryptocurrencies we support are securities, the SEC could assert that our activities involving that cryptocurrency require securities broker-dealer registration or other obligations under the federal securities laws.

The rapidly evolving

In addition, the CFPB, pursuant to its market-monitoring authority, may require us to provide extensive information on our products and offerings.

From time to time, we have received orders from the CFPB pursuant to such market-monitoring authority requiring us to provide, among other items, extensive information on our payment products, including with respect to the collection, use of, and access to data and consumer protections, as well as our Buy Now, Pay Later offerings.

generated outputs.

Although we have generally taken measures to protect our intellectual

The networks could adopt new operating rules or interpret or re-interpret existing rules that

Management’s Discussion and Analysis of Financial Condition and Results of Operations — *Key Metrics and Financial Results*”), and materially and adversely affect our financial condition and results of operations.

In June 2020, the Federal

In June 2023, we entered into a multi-year agreement to sell U.K. and European buy now, pay later (“BNPL”) loan receivables originated by PayPal (Europe) and PayPal U.K., consisting of the sale of a substantial majority of the U.K. and European BNPL loan portfolio held on PayPal (Europe)’s balance sheet at the closing of the transaction and a forward-flow arrangement for the sale of future originations of eligible loans.

transactions.

See “Note 13—Commitments and Contingencies—*Protection Programs*” to our consolidated financial statements.

strategy, including business combinations, acquisitions, and dispositions of certain businesses, technologies, services, products, and other assets; strategic investments; and commercial and strategic partnerships (collectively, “strategic transactions”).

The success of our strategic investments may be dependent on controlling shareholders, management, or other persons or entities that may have business interests, strategies, or goals that are inconsistent with ours.

Our international operations generate a significant portion of our net revenues.

Adverse global and regional economic conditions such as turmoil affecting the banking system or financial markets, including, but not limited to, tightening in the credit markets, extreme volatility or distress in the financial markets (including the fixed

For example, we continuously apply models, processes and practices designed to detect and prevent fraudulent account creation on our platforms, and work to improve and enhance those capabilities.

When we detect a significant volume of illegitimate activity, we generally remove the activity identified from our key metrics.

Environmental, social and governance (“ESG”) issues may have an adverse effect on our business, financial condition and results of operations and damage our reputation.

Various jurisdictions are adopting or considering new laws and regulations that expand mandatory disclosure, reporting and diligence requirements with respect to ESG matters.

If we are unable to comply with new laws and regulations concerning ESG matters or fail to meet investor, industry or stakeholder expectations and standards, our reputation may be harmed, customers may choose to refrain from using our products and services, we may be subject to fines, penalties, regulatory or other enforcement actions, and our business or financial condition may be adversely affected.

If our ESG-related data, processes and reporting are viewed as incomplete or inaccurate, or if we fail to achieve progress with respect to ESG-related goals on a timely basis or at all, we may be viewed negatively by stakeholders concerned about these matters.

Moreover, investors, customers, partners, media, government entities, and other stakeholders (including those in support of or in opposition to ESG principles) may have a negative view of us to the extent we are perceived to have not responded appropriately to their ESG concerns or take positions that are contrary to their views or expectations.

We recognize that climate-related risks may impact our business.

For example, California, where our headquarters are located, has historically experienced, and is projected to continue to experience, extreme weather and natural disaster events more frequently, including drought, flooding, heat waves, and wildfires.

Such events may disrupt our business and may cause us to experience additional costs to maintain or resume operations.

We regularly monitor our concentration of, and exposure to counterparty risk, and actively manage this exposure to mitigate the associated risk.

Changes by any rating agency to our outlook or credit rating could negatively affect the value of both our debt and equity securities and increase our borrowing costs.

If our credit ratings are downgraded or other negative action is taken, the interest rates payable by us under our indebtedness may increase, and our ability to obtain additional financing in the future on favorable terms or at all could be adversely affected.

These actions may

These measures require continuous improvement and may not be sufficiently effective in detecting and preventing the exchange of information in violation of our policies and applicable laws, which could negatively impact our business.

This increased risk could require us to expend substantial resources or discontinue certain product or service offerings, which could harm our business.

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This Management’s Discussion and Analysis of Financial Condition and Results of Operations focuses on a discussion of [removed: 2024] [added: 2025] results as compared to [removed: 2023] [added: 2024] results.

For a discussion of [removed: 2023] [added: 2024] results as compared to [removed: 2022] [added: 2023] results, see “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” within our Form 10-K for the year ended December 31, [removed: 2023] [added: 2024] filed with the SEC on February [removed: 8, 2024.][added: 4, 2025.]

Our products are designed to enable digital payments and simplify commerce experiences for consumers and merchants to make selling, shopping, and sending and receiving money simple, personalized, and secure, [added: whether] online or [removed: offline, including mobile.][added: in-person.]

| [removed: ] [added: ] | | | | | | | | | [removed: 32] [added: FY 2025 FORM 10-K] | | | [added: 32 | | |]

The following table provides a summary of our consolidated financial results for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022:][added: 2023:]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net revenues | | | $ | [removed: 31,797] [added: 33,172] | | | | | $ | [removed: 29,771] [added: 31,797] | | | | | $ | [removed: 27,518] [added: 29,771] | | | | | [removed: 7] [added: 4] | | % | | | | [removed: 8] [added: 7] | | % |

| Operating expenses | | | [removed: 26,472] [added: 27,107] | | | | | | [removed: 24,743] [added: 26,472] | | | | | | [removed: 23,681] [added: 24,743] | | | | | | [removed: 7] [added: 2] | | % | | | | [removed: 4] [added: 7] | | % |

| Operating income | | | [removed: 5,325] [added: 6,065] | | | | | | [removed: 5,028] [added: 5,325] | | | | | | [removed: 3,837] [added: 5,028] | | | | | | [removed: 6] [added: 14] | | % | | | | [removed: 31] [added: 6] | | % |

| Operating margin | | | [removed: 17] [added: 18] | | % | | | | 17 | | % | | | | [removed: 14] [added: 17] | | % | | | | | | | | | | | | |

| Other income (expense), net | | | [removed: 4] [added: 227] | | | | | | [removed: 383] [added: 4] | | | | | | [removed: (471)] [added: 383] | | | | | | [removed: (99)] | | [removed: %] | | | | [removed: 181] [added: (99)] | | % |

| Income tax expense | | | [removed: 1,182] [added: 1,059] | | | | | | [removed: 1,165] [added: 1,182] | | | | | | [removed: 947] [added: 1,165] | | | | | | [removed: 1] [added: (10)] | | % | | | | [removed: 23] [added: 1] | | % |

| Effective tax rate | | | [removed: 22] [added: 17] | | % | | | | 22 | | % | | | | [removed: 28] [added: 22] | | % | | | | | | | | | | | | |

| Net income (loss) | | | $ | [removed: 4,147] [added: 5,233] | | | | | $ | [removed: 4,246] [added: 4,147] | | | | | $ | [removed: 2,419] [added: 4,246] | | | | | [removed: (2)] [added: 26] | | % | | | | [removed: 76] [added: (2)] | | % |

| Net income (loss) per diluted share | | | $ | [removed: 3.99] [added: 5.41] | | | | | $ | [removed: 3.84] [added: 3.99] | | | | | $ | [removed: 2.09] [added: 3.84] | | | | | [removed: 4] [added: 35] | | % | | | | [removed: 84] [added: 4] | | % |

| Net cash provided by operating activities | | | $ | [removed: 7,450] [added: 6,416] | | | | | $ | [removed: 4,843] [added: 7,450] | | | | | $ | [removed: 5,813] [added: 4,843] | | | | | [removed: 54] [added: (14)] | | % | | | | [removed: (17)] [added: 54] | | % |

Net revenues increased [removed: $2.0] [added: $1.4] billion, or [removed: 7%,] [added: 4%,] in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] driven primarily by growth in total payment volume (“TPV”, as defined below under “Key Metrics”) of [removed: 10%.][added: 7% and an increase in interest and fee revenue earned on our loans receivable portfolio, partially offset by the unfavorable impact of hedging activities.]

Total operating expenses increased [removed: $1.7 billion,] [added: $635 million,] or [removed: 7%,] [added: 2%,] in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] due primarily to an increase in transaction expense, [added: sales] and [removed: to a lesser extent, restructuring] [added: marketing expense,] and [removed: other,] [added: transaction and credit losses,] partially offset by a [removed: reduction] [added: decline] in [removed: transaction] [added: general] and [removed: credit losses.][added: administrative expense, and restructuring and other expenses.]

Operating income increased [removed: $297] [added: $740] million, or [removed: 6%,] [added: 14%,] in [removed: 2024] [added: 2025] compared to [removed: 2023] [added: 2024] due to [added: the increase in] net [removed: revenues increasing more than] [added: revenues, partially offset by the increase in] operating expenses.

We have significant international operations that are denominated in foreign currencies, primarily the British pound, Euro, Australian dollar, [removed: and] Canadian dollar, [added: and Indian rupee,] subjecting us to foreign exchange risk which may adversely impact our financial results.

In [removed: 2024, 2023,] [added: 2025] and [removed: 2022,] [added: 2024,] we generated approximately [removed: 43%, 42%, and] 43% of our net revenues from customers domiciled outside of the [removed: U.S., respectively.][added: U.S. compared to 42% in 2023.]

While changes in foreign [removed: currency] exchange rates affect our reported results, we have a foreign currency exposure management program in which we use foreign exchange contracts, designated as cash flow hedges, intended to reduce the impact on earnings from foreign exchange rate movements.

| [removed: ] [added: ] | | | | | | | | | [removed: 33] [added: FY 2025 FORM 10-K] | | | [added: 33 | | |]

In the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the year-over-year foreign exchange rate movements relative to the U.S. dollar had the following impact on our reported results:

| | | | [added: 2025 | | | | | |] 2024 | | | | | | 2023 | | | [added: | | | 2025 | | | | | | 2024 | | |]

| [removed: (Unfavorable) favorable] [added: Favorable (unfavorable)] impact to net revenues (exclusive of hedging impact) | | | $ | [removed: (18)] [added: 339] | | | | | $ | [removed: 128] [added: (18)] | |

| Hedging impact | | | [removed: 48] [added: (6)] | | | | | | [removed: 111] [added: —] | | |

| Favorable impact to net revenues | | | [removed: 30] [added: 173] | | | | | | [removed: 239] [added: 30] | | |

| [removed: Favorable] (Unfavorable) [added: favorable] impact to operating expense | | | [removed: 28] [added: (168)] | | | | | | [removed: (29)] [added: 28] | | |

| Net favorable impact to operating income | | | $ | [removed: 58] [added: 5] | | | | | $ | [removed: 210] [added: 58] | |

[removed: We also use] [added: Prior to 2025, we used] foreign exchange contracts, designated as net investment hedges, to reduce the foreign exchange risk related to our investment in certain foreign subsidiaries.

Additionally, in connection with transactions occurring in multiple currencies on our payments platform, we generally set our foreign exchange rates daily and may face financial exposure if we incorrectly set our foreign exchange rates or as a result of fluctuations [removed: in foreign exchange rates] between [removed: the times that we set our] [added: setting of] foreign exchange rates and [removed: when transactions occur.][added: timing of transactions.]

While we have processes in place to mitigate these risks, it is impossible to eliminate the total effects of [removed: any] possible exposure associated with setting foreign exchange rates on our payments platform.

| [removed: ] [added: ] | | | | | | | | | [removed: 34] [added: FY 2025 FORM 10-K] | | | [added: 34 | | |]

As our transaction revenue [added: growth] is typically correlated with TPV growth and the number of payment transactions completed on our payments platform, management uses these metrics to gain insights into the scale and strength of our payments platform, the engagement level of our customers, and underlying activity and trends which may be indicators of current and future performance.

We generate additional revenue from merchants and consumers: on transactions where we perform currency conversion, when we enable cross-border transactions (i.e., transactions where the merchant and consumer are in different countries), [removed: to] [added: when we] facilitate the instant transfer of funds for our customers from their PayPal or Venmo account to their bank account or debit card, [removed: to] [added: when we] facilitate the purchase and sale of cryptocurrencies, as contractual compensation from sellers that violate our contractual terms (for example, through fraud or counterfeiting), and other miscellaneous fees.

| [removed: ] [added: ] | | | | | | | | | [removed: 35] [added: FY 2025 FORM 10-K] | | | [added: 35 | | |]

The components of our net revenues for the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] were as follows (in millions):

[removed: ][added: ]

MACROECONOMIC ENVIRONMENT

A deterioration in macroeconomic conditions resulting from uncertainties and effects from tariffs, inflation, international conflicts, and interest rates could continue to increase the risk of lower consumer spending, merchant and consumer bankruptcy, insolvency, business failure, higher credit losses, foreign exchange fluctuations, or other business interruption, which may adversely impact our business.

We are unable to reasonably estimate the total potential impact on our financial results that may ultimately result from such changes in the macroeconomic environment.

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Our operating margin was 18% and 17% for 2025 and 2024, respectively, reflecting the positive impact of a lower transaction expense growth rate.

Net income increased $1.1 billion, or 26%, in 2025 compared to 2024 due to the previously discussed increase in operating income of $740 million, an increase of $223 million in other income (expense), net, and a decline in income tax expense of $123 million driven primarily by discrete tax adjustments including tax effects of stock-based compensation and a non-recurring internal legal entity restructuring, partially offset by Pillar Two minimum tax expense.

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| | | | 2025 | | | | | | 2024 | | |

| Hedging impact | | | (166) | | | | | | 48 | | |

| (Unfavorable) favorable impact to operating expense (exclusive of hedging impact) | | | (162) | | | | | | 28 | | |

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Transaction revenues grew $956 million, or 3%, in 2025 compared to 2024.

The increase in 2025 was driven primarily by an increase of approximately $740 million and $340 million in revenue from PayPal and Venmo products and services, respectively, which was largely driven by growth in TPV and number of payment transactions, and an increase of approximately $150 million in revenue from Braintree products and services, predominantly attributable to growth in TPV despite a decline in the number of payment transactions over the same period.

The increase in TPV for Braintree products and services despite a decline in the number of payment transactions is due to our strategic shift as we focus on profitable growth.

Transaction revenues in 2025 were also impacted by approximately $210 million of unfavorable impact from hedging activities resulting from losses in 2025 compared to gains in 2024.

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| Percent of TPV generated outside of the U.S. | | | 37 | | % | | | | 37 | | % | | | | 36 | | % | | | | | | | | | | | | |

Transaction revenues growth was lower than the growth in TPV in 2025 due primarily to changes in product mix, merchant mix, and unfavorable impact from foreign exchange hedging activities.

These factors favorably impacting revenues from other value added services were partially offset by a decline of approximately $110 million from lower revenues from Honey and interest earned on certain assets underlying customer account balances resulting from lower interest rates.

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Transaction expense increased $290 million, or 2%, in 2025 compared to 2024 due to the increase in TPV of 7%, partially offset by favorable changes in merchant mix to lower cost merchants within our Braintree products and services.

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Transaction and credit losses increased $278 million, or 19%, in 2025 compared to 2024.

The increase in transaction losses in 2025 was primarily due to an increase in losses driven by fraud incidents impacting our PayPal products and services.

Credit losses increased $55 million in 2025 compared to 2024.

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We have entered into forward flow arrangements with third-party investors to sell certain loans receivable portfolios.

The increase was driven primarily by growth of our revolving credit product in the United Kingdom (“U.K.”) of approximately $370 million and our installment credit products in the U.S. and Japan of approximately $190 million and $110 million, respectively, partially offset by the impact of the reclassification of $574 million of U.S. short-term, non-interest bearing installment loans to held for sale in the third quarter of 2025 and associated forward flow arrangement.

| | | | 2025 | | | | | | 2024 | | |

Modifications to the acceptable risk parameters did not have a material impact on our consumer loans for the year ended December 31, 2025.

| | | | 2025 | | | | | | 2024 | | |

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Our operating margin remained consistent at 17% for both 2024 and 2023.

Net income decreased $99 million, or 2%, in 2024 compared to 2023 due to the previously discussed increase in operating income of $297 million and a decrease of $379 million in other income (expense), net, driven primarily by net losses on strategic investments in the current period as compared to net gains on strategic investments in the prior period.

Transaction revenues grew $2.0 billion, or 7%, in 2024 compared to 2023 driven primarily by an increase in revenues of approximately $1.3 billion, $0.5 billion, and $0.2 billion from our Braintree, core PayPal, and Venmo products and services, respectively, which resulted from growth in TPV and the number of payment transactions.

Revenues from other value added services were also impacted by an approximately $180 million decline from: lower interest and fee revenue on our PayPal Business Loan (“PPBL”) products, lower revenues from Honey, and lower revenues resulting from the sale of Happy Returns in the forth quarter of 2023.

Transaction expense increased $1.3 billion, or 9%, in 2024 compared to 2023 due to Braintree, which has a higher expense rate than our other products and services, representing a larger portion of TPV.

The decrease in transaction expense rate in 2024 compared to 2023 was attributable to favorable changes in regional mix, product mix, and certain third-party pricing incentives within our core PayPal products and services.

For the years ended December 31, 2024, 2023, and 2022, approximately 37%, 36%, and 35% of TPV, respectively, was generated outside of the U.S.

Transaction and credit losses decreased $240 million, or 14%, in 2024 compared to 2023.

The decrease in transaction losses and the associated transaction loss rate in 2024 was primarily due to lower losses from our Venmo products and services resulting from enhanced risk mitigation strategies.

Credit losses decreased $162 million in 2024 compared to 2023.

In June 2023, we entered into a multi-year agreement with a global investment firm to sell United Kingdom (“U.K.”) and other European buy now, pay later loan receivables, consisting of eligible loans and interest receivables, including a forward-flow arrangement for the sale of future originations of eligible loans over a 24-month commitment period (collectively, “eligible consumer installment receivables”).

In December 2024, this agreement was amended and restated to extend the commitment period to December 2026 and to increase the maximum balance of loans that can be sold at a time.

The increase was driven primarily by growth of approximately $390 million and $250 million in our installment credit products driven by growth in Japan and the U.S., respectively, as well as growth of approximately $170 million in our revolving credit product in the U.K., partially offset by a decline of approximately $180 million in our installment credit products in Germany due to the forward-flow arrangement with the global investment firm.

The decline in net charge-off rate for consumer receivables at December 31, 2024 as compared to December 31, 2023 was due primarily to the improvement in credit quality of the U.S. interest-bearing installment products.

Changes to such parameters in 2024 resulted in an increase of U.S. interest-bearing installment loan originations in 2024.

The increase in the percent of current merchant receivables and decrease in percent of merchant receivables greater than 90 days outstanding and the net charge-off rate for merchant receivables at December 31, 2024 as compared to December 31, 2023 was due primarily to the improvement in underwriting and credit quality of the PPBL portfolio.

Changes to such parameters resulted in an increase in PPBL originations in 2024.

The decline in customer support and operations expenses year-over-year was also impacted by a reduction in other costs incurred related to delivery of our products, including warehouses, shipping, and payment devices and a decrease in contractors and consulting costs, partially offset by an increase in customer onboarding and compliance costs and card issuance costs.

Technology and development expenses remained consistent in 2024 compared to 2023 due primarily to a decline in employee-related costs associated with headcount reduction offset by an increase in costs related to contractors and consultants and software maintenance costs.

General and administrative expenses increased $88 million, or 4%, in 2024 compared to 2023 due primarily to an increase in professional services expense, a contingency reserve, and indirect tax expense, partially offset by a decline in depreciation expense and facilities costs.

Restructuring and other increased $522 million in 2024 compared to 2023 primarily resulting from restructuring charges and fair value adjustments on loans and interest receivable, held for sale and a gain on sale of a divested business, in which we recorded a pre-tax gain of $339 million in 2023 with no comparable activity in the current period.

During the first quarter of 2024, management initiated a global workforce reduction intended to streamline operations, focus resources on core strategic priorities, and improve our cost structure.

The estimated reduction in annualized employee-related costs associated with the impacted workforce is approximately $575 million, including approximately $165 million in stock-based compensation.

We reinvested a portion of the reduction in annual costs associated with the impacted workforce to drive business priorities.

During the first quarter of 2023, management initiated a global workforce reduction intended to focus resources on core strategic priorities, and improve our cost structure and operating efficiency.

The associated restructuring charges during the year ended December 31, 2023 were $122 million.

We primarily incurred employee severance and benefits costs, which were substantially completed in the fourth quarter of 2023.

We continue to review our real estate and facility capacity requirements due to our new and evolving work models.

We incurred asset impairment charges of nil and $61 million in the years ended December 31, 2024 and 2023, respectively, due to exiting certain leased properties, which resulted in a reduction of right-of-use lease assets and related leasehold improvements.

In the year ended December 31, 2023, we recognized a gain of $17 million due to the sale of an owned property.

We also incurred a loss of $14 million related to another owned property, which was previously held for sale, in the year ended December 31, 2023.

Our effective income tax rate in 2024 remained consistent compared to 2023 and was impacted primarily by changes in jurisdictional mix of income, U.S. income taxed at different rates, discrete tax adjustments, and tax expense in prior period associated with sale of a divested business.

In June 2023, we entered into a multi-year agreement with a global investment firm to sell our eligible consumer installment receivables portfolio.

For additional information, see “Note 14—Stock Repurchase Programs” to our consolidated financial statements included in this Form 10-K.

| 2025 | | | $ | 849 | | | | | $ | 171 | | | | | 354 | | | | | | $ | 1,542 | | | | | $ | 2,916 | |

| 2026 | | | 578 | | | | | | 177 | | | | | | — | | | | | | 1,738 | | | | | | 2,493 | | |

| 2027 | | | 131 | | | | | | 159 | | | | | | — | | | | | | 797 | | | | | | 1,087 | | |

| 2028 | | | 11 | | | | | | 109 | | | | | | — | | | | | | 522 | | | | | | 642 | | |

We are exposed to interest rate risk relating to our investment [removed: portfolio and] [added: portfolio,] from interest-rate sensitive assets underlying the customer balances we hold on our consolidated balance sheets as customer [removed: accounts.][added: accounts, and a portion of our debt.]

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] approximately [removed: 47%] [added: 63%] and [removed: 59%,] [added: 48%,] respectively, of our total cash, cash equivalents, and investment portfolio (excluding restricted cash and strategic investments) was held in cash and cash equivalents.

A hypothetical 100 basis points increase in interest rates would have resulted in a decrease in the fair value of our cash equivalents and available-for-sale debt securities investment by approximately [removed: $101] [added: $171] million and [removed: $122] [added: $101] million at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

| [removed: ] [added: ] | | | | | | | | | [removed: 50] [added: FY 2025 FORM 10-K] | | | [added: 50 | | |]

As of [removed: both] December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had an aggregate principal amount of [removed: $10.6] [added: $10.4] billion [added: and $10.6 billion, respectively,] in fixed rate debt with varying maturity dates.

As of both December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we also had revolving credit facilities of approximately $5.6 billion available to us.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] ¥90.0 billion (approximately [removed: $574] [added: $575] million) and [removed: ¥50.0] [added: ¥90.0] billion (approximately [removed: $355] [added: $574] million), respectively, was outstanding under these facilities.

We have significant operations internationally that are denominated in foreign currencies, primarily the British pound, Euro, Australian dollar, [removed: and] Canadian dollar, [added: and Indian rupee,] which subject us to foreign exchange risk and may adversely impact our financial results.

These foreign exchange contracts are accounted for as derivative instruments; for additional details related to our foreign exchange contracts, please see “Note 10—Derivative Instruments” [added: in the notes] to the consolidated financial statements included in this Form 10-K.

If the U.S. dollar weakened by a hypothetical 10% at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the [removed: amount] [added: amounts] recorded in AOCI related to our foreign exchange contracts, before taxes, would have been approximately [removed: $380] [added: $456] million and [removed: $622] [added: $380] million lower, respectively, before considering the offsetting impact of the underlying hedged item.

We have an additional balance sheet foreign [removed: currency] [added: exchange] management program in which we use foreign exchange contracts to help offset the foreign exchange risk on our assets and liabilities denominated in currencies other than the functional currency of our subsidiaries.

| [removed: ] [added: ] | | | | | | | | | [removed: 51] [added: FY 2025 FORM 10-K] | | | [added: 51 | | |]

[removed: Adverse changes] [added: A hypothetical adverse change of 10%] in exchange rates [removed: of a hypothetical 10%] for all foreign currencies would have resulted in a negative impact on income before income taxes of approximately [removed: $470] [added: $547] million and [removed: $417] [added: $470] million at December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively, without considering the offsetting effect of foreign exchange contracts.

Foreign exchange contracts in place as of December 31, [removed: 2023] [added: 2025] would have positively impacted income before income taxes by approximately [removed: $400] [added: $476] million, resulting in a net negative impact of approximately [removed: $17] [added: $71] million.

As of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] our strategic investments totaled [removed: $1.6] [added: $1.9] billion and [removed: $1.8 billion which] [added: $1.6 billion, respectively, and] represented approximately [removed: 10%] [added: 13%] and [removed: 11%] [added: 10%] of our total cash, cash equivalents, and short-term and long-term investment portfolio at those respective dates.

A hypothetical adverse change of 10% in the carrying value of our strategic investments as of December 31, [removed: 2024,] [added: 2025,] which could be experienced in the near term, would have resulted in a decrease of approximately [removed: $156] [added: $190] million to the carrying value of the portfolio.

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As of December 31, 2025, we had an aggregate principal amount of $450 million in floating rate debt with a maturity date of March 6, 2028.

A hypothetical 100 basis points increase in market interest rates would not have resulted in a material impact to interest expense recorded in the year ended December 31, 2025.

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Our products are designed to enable digital payments and simplify commerce experiences for consumers and merchants to make selling, shopping, and sending and receiving money simple, personalized, and secure, [added: whether] online or [removed: offline, including mobile.][added: in-person.]

We help consumers transact [removed: quickly and] securely with merchants, manage their [removed: financial lives,] [added: finances,] and send to and receive money from friends and family around the globe.

[removed: We provide] [added: When shopping, we offer] consumers [removed: with a digital wallet that enables them to send payments to merchants securely using a variety of funding sources,] [added: flexibility in how they pay,] which may include a bank account, a PayPal or Venmo account balance, [removed: our] [added: PayPal-branded] consumer credit [added: and debit] products, [removed: a] [added: other] credit [removed: card, a] [added: and] debit [removed: card,] [added: cards,] certain cryptocurrencies, or other stored value products such as gift cards, and eligible rewards.

[added: - *Merchants:*] We help merchants connect with customers, increase conversion rates and sales, and grow their businesses in the markets where our services are available.

We provide large enterprises and small and medium businesses with online branded checkout solutions, including PayPal and Venmo; online unbranded payments [removed: processing, including Braintree and] [added: processing;] PayPal [removed: Complete Payments; our] buy now, pay later [removed: solutions, which we refer to as PayPal Pay Later;] [added: (“BNPL”) solutions;] in-person point of sale [removed: systems, including Zettle;] [added: solutions;] business [removed: financing, including PayPal Working Capital (“PPWC”) and PayPal Business Loan (“PPBL”);] [added: financing;] payouts capabilities; and risk tools.

We operate a global, two-sided network at scale that connects consumers and merchants with [removed: 434] [added: 439] million active accounts across approximately 200 markets as of December 31, [removed: 2024.][added: 2025.]

We also earn revenue by providing other [removed: value added] [added: value-added] services, which primarily comprise revenue earned through partnerships, interest and fees from our consumer and merchant credit products, interest earned on certain assets underlying customer balances, referral fees, subscription fees, and gateway services.

| [removed: ] [added: ] | | | | | | | | | [removed: 4] [added: FY 2025 FORM 10-K] | | | [added: 4 | | |]

In [removed: 2024,] [added: 2025,] we processed [removed: $1.68] [added: $1.79] trillion of total payment volume (“TPV”), an increase of [removed: 10%] [added: 7%] compared to [removed: 2023,] [added: 2024,] and [removed: 26.3] [added: 25.4] billion payment transactions, [removed: an increase] [added: a decrease] of [removed: 5%] [added: 4%] compared to [removed: 2023.][added: 2024.]

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 434] [added: 439] million active accounts, an increase of [removed: 2%] [added: 1%] compared to December 31, [removed: 2023.][added: 2024.]

Our relationship on both sides of a transaction enables us to [added: utilize data to innovate and] offer unique product experiences designed to remove friction, drive sales, and enhance shopping experiences.

- *Trusted brands—*we have built [removed: and strengthened] well-recognized and trusted brands, including [removed: PayPal, Venmo,] [added: PayPal] and [removed: Braintree.][added: Venmo.]

[removed: *•Open ecosystem—*we] [added: *•Platform agnostic—*we] are technology and platform agnostic.

We give consumers flexibility to make and receive payments using a wide variety of funding options and digital wallet solutions, including their bank account, PayPal and Venmo account balance, [removed: buy now, pay later,] [added: BNPL, certain cryptocurrencies, and] debit and credit [added: card] options.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 434] [added: 439] million active accounts [removed: in] [added: across] approximately 200 markets1 around the world.

- *Risk and compliance management—*our enterprise risk and compliance management program is designed to help keep customer information secure and [added: to help] ensure we process legitimate transactions around the world, while identifying and minimizing illegal, high-risk, or fraudulent transactions.

| [removed: ] [added: ] | | | | | | | | | [removed: 5] [added: FY 2025 FORM 10-K] | | | [added: 5 | | |]

Our goal is to create the simplest checkout experience possible for consumers online or [removed: offline,] [added: in-person] including mobile.

We drive increased consumer engagement by providing [removed: consumers] [added: them] with a wide range of services to manage their finances and enhance their ability to shop online and offline.

Our PayPal and Venmo branded checkout experiences allow [removed: customers] [added: consumers] to complete purchases in just a few steps without having to enter payment and address information.

We also focus on simplifying and personalizing shopping experiences for our consumers by offering tools for product discovery, price tracking, saving through deals and offers, convenient package tracking, and [removed: redemption] [added: earning and redeeming] of shopping rewards.

[removed: Our] [added: The] PayPal- and Venmo-branded debit and credit [removed: cards] [added: cards, as well as our contactless mobile wallet using near-field communication (“NFC”) capabilities,] give consumers the ability to transact in-person through our platform and earn incentives, including cash-back rewards.

Our Venmo digital wallet in the United States (“U.S.”) is a leading mobile application used to move money between [removed: our customers.][added: friends and family.]

Our Xoom international money transfer service enables our customers to send money to [removed: people] [added: bank accounts, mobile wallets, and cash pick-up destinations] around the world in a secure, fast, and cost-effective way.

Our consumer credit offerings include our [removed: buy now, pay later] [added: BNPL] products in the U.S., [added: Germany, France,] United Kingdom (“U.K.”), [removed: France,] and [removed: Germany,] [added: Australia,] among other markets, and in Japan through our Paidy brand.

A key attribute of our [removed: buy now, pay later] [added: short-term BNPL] products is the absence of interest or consumer late fees for missed payments in most of the geographies where we offer them.

Further, we offer interest-bearing installment products for consumers in the U.S. (issued by an independent chartered financial institution) and in [removed: Germany.][added: Germany, among other markets.]

In the U.S., consumers may apply for [removed: our] [added: the] PayPal- and Venmo-branded consumer credit [removed: cards and our] [added: cards, including the] PayPal Credit revolving consumer credit product, which are [removed: offered] [added: issued] through a partnership with an independent chartered financial institution.

Our [removed: buy now, pay later] [added: BNPL] solutions are embedded into our branded checkout experiences, which can help increase consumer spend and enable merchants to grow sales.

Our unbranded payments processing [removed: solutions, which includes Braintree and PayPal Complete Payments,] [added: solutions] allow merchants to quickly and easily provide digital checkout online with a variety of popular ways to pay, including debit and credit cards, digital wallets, [removed: PayPal Pay Later,] [added: BNPL, certain cryptocurrencies,] and local payment methods.

We offer a suite of value added services, including payouts, payments orchestration, and fraud prevention and risk management solutions that help reduce merchant losses through [added: our] proprietary protection programs.

We also offer omnichannel solutions that allow merchants to make sales in person using our [removed: Zettle by] PayPal [added: Point of Sale] app, card reader, or point of sale systems.

| [removed: ] [added: ] | | | | | | | | | [removed: 6] [added: FY 2025 FORM 10-K] | | | [added: 6 | | |]

[removed: We] [added: In certain markets, we] offer access to merchant financing products for eligible small and medium-sized businesses through [removed: the PPWC] [added: our PayPal Working Capital (“PPWC”)] and [removed: PPBL] [added: PayPal Business Loan (“PPBL”)] products, which we collectively refer to as our merchant financing solutions.

[removed: The] [added: Our] PPWC product allows businesses to access a loan or cash advance [added: (depending on a merchant’s home country)] for a fixed fee, based on their annual payment volume processed by PayPal.

[removed: The] [added: Our] PPBL product provides businesses with access to short-term financing for a fixed fee [removed: or interest] based on an evaluation of the applying business as well as the business owner.

We also earn revenues from [removed: interest and] fees earned on our merchant loans and advances and interest earned on certain assets underlying customer balances.

Fraudulent activities, such as account [removed: takeover,] [added: takeovers,] identity theft (including stolen financial information), and malicious activities by counterparties, represent a significant risk to consumers and merchants, as well as their payment partners.

These programs are designed to promote confidence on the part of both consumers, who will be reimbursed in certain circumstances, such as not receiving their purchased [added: eligible] item in the condition significantly as described, as well as merchants, who will receive payment in certain circumstances, such as establishing proof of shipment or delivery of an [added: eligible] item to the customer.

The global payments industry is highly competitive, dynamic, [removed: and] innovative, and subject to regulatory scrutiny and oversight.

- *Consumers:* We provide consumers with digital wallets and other solutions that allow them to shop and pay with PayPal and Venmo*—*both online and in-person*—*manage their finances (including saving and buying and selling cryptocurrencies), and send and receive money between friends and family.

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- *Customer-back innovation*—we are orienting and transforming our culture towards innovating in ways that benefit our customers and drive profitable growth.

We have released numerous products, services, and improvements to our platform in 2025.

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Consumer solutions

Merchant solutions

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We continue to make multi-year investments in our technology infrastructure, including those associated with cloud-related initiatives, intended to support the scalability, resiliency, and efficiency of our payments platform.

In addition, we are investing in initiatives intended to modernize our infrastructure and support future enhancements to our products and services.

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Other states have enacted or are expected to enact licensing requirements relating to our cryptocurrency business.

Additionally, in July 2025, Congress enacted the Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act”), establishing a federal framework for stablecoin regulation that includes requirements for cryptocurrency businesses, including PayPal.

Congress may enact and federal agencies may adopt additional licensing or regulatory requirements relating to our cryptocurrency business.

In December 2025, we submitted applications to the Utah Department of Financial Institutions and the Federal Deposit Insurance Corporation to establish PayPal Bank, a proposed Utah-chartered industrial loan company.

There is no assurance that our applications to establish PayPal Bank will receive regulatory approval.

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This will change in the E.U. markets with the implementation of the revised Consumer Credit Directive which will take effect in November 2026 and result in formerly “unregulated” credit products being generally (and subject to the principle of proportionality in particular regarding underwriting obligations) subject to the same laws as fully regulated credit.

In Canada, PayPal Canada Co. offers a consumer short-term, interest-free installment product pursuant to multiple provincial credit licenses and subject to other laws which cover consumer protection, debt collection and privacy.

PayPal holds multiple state licenses to market and service this product.

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*Artificial Intelligence regulation.* We use AI and machine learning technologies in various aspects of our business, including fraud prevention, risk management, product optimization and customer service.

Governments and regulators globally are increasingly focused on the oversight of AI technologies and have proposed or enacted laws aimed at ensuring transparency, fairness, and accountability.

For example, the EU has adopted the Artificial Intelligence Act, which provides a comprehensive framework for regulating AI, and other jurisdictions are considering similar frameworks.

Compliance with existing and emerging AI regulations may require operational changes, increased costs, or limit the use of AI in our business.

Evolving interpretations or enforcement of these regulations could also affect our ability to deploy certain AI-driven features and may subject us to additional regulatory scrutiny.

In 2025, we invested in our employees’ growth with programs to help employees take charge of their careers: a clear career framework, better development tools, and greater visibility into what growth looks like.

With our new leadership capabilities launched, we also introduced a refreshed leadership program for our VP+ population, a program that we will expand to Senior Directors in 2026.

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Our two-sided platform serves millions of consumers and merchants worldwide.

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We utilize the data about how our customers use our platform to continually innovate and improve it.

Consumer value proposition

We help consumers transact securely with merchants, manage their financial lives, and send to and receive money from friends and family around the globe.

Merchant value proposition

These loans are originated by PayPal (Europe).

The loans offered to European and U.K. merchants are originated by PayPal (Europe) and PayPal U.K., respectively.

PayPal is committed to creating a more inclusive digital economy for the customers and communities we serve across the world.

We continue to prioritize efforts to manage key non-financial factors impacting our long-term business, including fostering an inclusive culture across the employee experience, utilizing PayPal’s unique capabilities and resources to support inclusive entrepreneurship and small business success, further enhancements to support the safety and security of our products and platform, and progress on reducing our environmental impacts.

In 2024, we continued to build employee awareness and engagement in our leadership principles to establish a common set of expectations for all employees.

We also continued to integrate these principles across our global talent strategy to help shape our programs throughout the employee lifecycle and achieve key business priorities.

We are committed to equal pay for equal work and promoting enterprise-wide inclusive learning opportunities.

In October 2024, we moved to hybrid as our primary way of working at PayPal.

As of December 31, 2024, approximately half of our employees worked a hybrid schedule while the remaining were fully virtual.

Across PayPal, we are focused on providing tools and resources to support our distributed teams.

For the fiscal year ended December 31, [removed: 2024.][added: 2025.]

[removed: ][added: ]

As of June 30, [removed: 2024,] [added: 2025,] the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately [removed: $59.8] [added: $71.3] billion based on the closing sale price as reported on the [removed: NASDAQ] [added: Nasdaq] Global Select Market.

As of January [removed: 29, 2025,] [added: 28, 2026,] there were [removed: 989,242,452] [added: 920,664,542] shares of common stock outstanding.

Portions of the registrant’s definitive proxy statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on Form 10-K to the extent stated herein.

Such proxy statement will be filed with the Securities and Exchange Commission within 120 days of the registrant’s fiscal year ended December 31, [removed: 2024.][added: 2025.]

| Item 1. | | | [removed: [Business](#ib3dae5da836145059661d448b661f3a4_16)] [added: [Business](#ib374be020e32478695eb0f302253050b_16)] | | | [removed: [4](#ib3dae5da836145059661d448b661f3a4_16)] [added: [4](#ib374be020e32478695eb0f302253050b_16)] | | |

| Item 1A. | | | [Risk [removed: Factors](#ib3dae5da836145059661d448b661f3a4_19)] [added: Factors](#ib374be020e32478695eb0f302253050b_22)] | | | [removed: [14](#ib3dae5da836145059661d448b661f3a4_19)] [added: [14](#ib374be020e32478695eb0f302253050b_22)] | | |

| Item 1B. | | | [Unresolved Staff [removed: Comments](#ib3dae5da836145059661d448b661f3a4_22)] [added: Comments](#ib374be020e32478695eb0f302253050b_25)] | | | [removed: [29](#ib3dae5da836145059661d448b661f3a4_22)] [added: [28](#ib374be020e32478695eb0f302253050b_25)] | | |

| Item 1C. | | | [removed: [Cybersecurity](#ib3dae5da836145059661d448b661f3a4_25)] [added: [Cybersecurity](#ib374be020e32478695eb0f302253050b_28)] | | | [removed: [29](#ib3dae5da836145059661d448b661f3a4_25)] [added: [28](#ib374be020e32478695eb0f302253050b_28)] | | |

| Item 2. | | | [removed: [Properties](#ib3dae5da836145059661d448b661f3a4_28)] [added: [Properties](#ib374be020e32478695eb0f302253050b_31)] | | | [removed: [30](#ib3dae5da836145059661d448b661f3a4_28)] [added: [30](#ib374be020e32478695eb0f302253050b_31)] | | |

| Item 3. | | | [Legal [removed: Proceedings](#ib3dae5da836145059661d448b661f3a4_31)] [added: Proceedings](#ib374be020e32478695eb0f302253050b_37)] | | | [removed: [31](#ib3dae5da836145059661d448b661f3a4_31)] [added: [30](#ib374be020e32478695eb0f302253050b_37)] | | |

| Item 4. | | | [Mine Safety [removed: Disclosures](#ib3dae5da836145059661d448b661f3a4_34)] [added: Disclosures](#ib374be020e32478695eb0f302253050b_40)] | | | [removed: [31](#ib3dae5da836145059661d448b661f3a4_34)] [added: [30](#ib374be020e32478695eb0f302253050b_40)] | | |

| Item 5. | | | [Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity [removed: Securities](#ib3dae5da836145059661d448b661f3a4_40)] [added: Securities](#ib374be020e32478695eb0f302253050b_46)] | | | [removed: [31](#ib3dae5da836145059661d448b661f3a4_40)] [added: [31](#ib374be020e32478695eb0f302253050b_46)] | | |

| Item 6. | | | [removed: [\[Reserved\]](#ib3dae5da836145059661d448b661f3a4_43)] [added: [\[Reserved\]](#ib374be020e32478695eb0f302253050b_49)] | | | [removed: [32](#ib3dae5da836145059661d448b661f3a4_43)] [added: [31](#ib374be020e32478695eb0f302253050b_49)] | | |

| Item 7. | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib3dae5da836145059661d448b661f3a4_49)] [added: Operations](#ib374be020e32478695eb0f302253050b_52)] | | | [removed: [32](#ib3dae5da836145059661d448b661f3a4_49)] [added: [32](#ib374be020e32478695eb0f302253050b_52)] | | |

| Item 7A. | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib3dae5da836145059661d448b661f3a4_67)] [added: Risk](#ib374be020e32478695eb0f302253050b_70)] | | | [removed: [50](#ib3dae5da836145059661d448b661f3a4_67)] [added: [50](#ib374be020e32478695eb0f302253050b_70)] | | |

| Item 8. | | | [Financial Statements and Supplementary [removed: Data](#ib3dae5da836145059661d448b661f3a4_70)] [added: Data](#ib374be020e32478695eb0f302253050b_73)] | | | [removed: [52](#ib3dae5da836145059661d448b661f3a4_70)] [added: [52](#ib374be020e32478695eb0f302253050b_73)] | | |

| Item 9. | | | [Changes in and [removed: Disagreements With] [added: Disagreements](#ib374be020e32478695eb0f302253050b_76) [w](#ib374be020e32478695eb0f302253050b_76)[ith] Accountants on Accounting and Financial [removed: Disclosure](#ib3dae5da836145059661d448b661f3a4_73)] [added: Disclosure](#ib374be020e32478695eb0f302253050b_76)] | | | [removed: [52](#ib3dae5da836145059661d448b661f3a4_73)] [added: [53](#ib374be020e32478695eb0f302253050b_76)] | | |

| Item 9A. | | | [Controls and [removed: Procedures](#ib3dae5da836145059661d448b661f3a4_76)] [added: Procedures](#ib374be020e32478695eb0f302253050b_79)] | | | [removed: [52](#ib3dae5da836145059661d448b661f3a4_76)] [added: [53](#ib374be020e32478695eb0f302253050b_79)] | | |

| Item 9B. | | | [Other [removed: Information](#ib3dae5da836145059661d448b661f3a4_79)] [added: Information](#ib374be020e32478695eb0f302253050b_82)] | | | [removed: [53](#ib3dae5da836145059661d448b661f3a4_79)] [added: [53](#ib374be020e32478695eb0f302253050b_82)] | | |

| Item 9C. | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib3dae5da836145059661d448b661f3a4_85)] [added: Inspections](#ib374be020e32478695eb0f302253050b_88)] | | | [removed: [53](#ib3dae5da836145059661d448b661f3a4_85)] [added: [53](#ib374be020e32478695eb0f302253050b_88)] | | |

| Item 10. | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib3dae5da836145059661d448b661f3a4_91)] [added: Governance](#ib374be020e32478695eb0f302253050b_94)] | | | [removed: [53](#ib3dae5da836145059661d448b661f3a4_91)] [added: [53](#ib374be020e32478695eb0f302253050b_94)] | | |

| Item 11. | | | [Executive [removed: Compensation](#ib3dae5da836145059661d448b661f3a4_94)] [added: Compensation](#ib374be020e32478695eb0f302253050b_97)] | | | [removed: [53](#ib3dae5da836145059661d448b661f3a4_94)] [added: [54](#ib374be020e32478695eb0f302253050b_97)] | | |

| Item 12. | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib3dae5da836145059661d448b661f3a4_97)] [added: Matters](#ib374be020e32478695eb0f302253050b_100)] | | | [removed: [53](#ib3dae5da836145059661d448b661f3a4_97)] [added: [54](#ib374be020e32478695eb0f302253050b_100)] | | |

| Item 13. | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib3dae5da836145059661d448b661f3a4_100)] [added: Independence](#ib374be020e32478695eb0f302253050b_103)] | | | [removed: [53](#ib3dae5da836145059661d448b661f3a4_100)] [added: [54](#ib374be020e32478695eb0f302253050b_103)] | | |

| Item 14. | | | [Principal Accountant Fees and [removed: Services](#ib3dae5da836145059661d448b661f3a4_103)] [added: Services](#ib374be020e32478695eb0f302253050b_106)] | | | [removed: [54](#ib3dae5da836145059661d448b661f3a4_103)] [added: [54](#ib374be020e32478695eb0f302253050b_106)] | | |

| Item 15. | | | [Exhibits, Financial Statement [removed: Schedules](#ib3dae5da836145059661d448b661f3a4_109)] [added: Schedules](#ib374be020e32478695eb0f302253050b_112)] | | | [removed: [55](#ib3dae5da836145059661d448b661f3a4_109)] [added: [55](#ib374be020e32478695eb0f302253050b_112)] | | |

| Item 16. | | | [Form 10-K [removed: Summary](#ib3dae5da836145059661d448b661f3a4_199)] [added: Summary](#ib374be020e32478695eb0f302253050b_214)] | | | [removed: [121](#ib3dae5da836145059661d448b661f3a4_199)] [added: [121](#ib374be020e32478695eb0f302253050b_214)] | | |

Some of the more important trademarks that PayPal owns or has rights to use that appear in this Annual Report on Form 10-K include: PayPal®, PayPal Credit®, [added: PayPal Open,] Braintree, Venmo, Xoom, [removed: Zettle,] Hyperwallet, Honey, and Paidy, which may be registered or trademarked in the United States and other jurisdictions.

Our Information Security Program [added: (“Program”)] is designed to support the Company in identifying, protecting, detecting, responding to, and recovering from cybersecurity threats and incidents (collectively, “cybersecurity risks”) with the intention to protect the confidentiality, integrity, and availability of our critical systems and information.

We design and regularly assess our [removed: Information Security] Program guided by National Institute of Standards and Technology Cybersecurity Framework (NIST CSF) and ISO standards (including ISO 27001), proprietary controls and industry best practices.

Our [removed: Information Security] Program is built on a three lines of defense model integrated into our overall Enterprise Risk and Compliance Management Program (“ERCM Program”).

The Program is governed by the Technology, Information Security, and Privacy Risk Management Committee and overseen by our Board of Directors (“Board”) and its [removed: Audit,] Risk and Compliance Committee [removed: (“ARC] [added: (“R&C] Committee”).

As TLOD, Internal Audit independently assesses the effectiveness of our cybersecurity risk management and independently reports the results of audits to our [removed: ARC] [added: R&C] Committee to assist it in its oversight duties.

Our [removed: Information Security] Program includes:

- Security teams principally responsible for managing [removed: (1)] our [added: (1)] annual cybersecurity risk assessment processes, (2) [removed: our] security controls, and (3) [removed: our] response to cybersecurity incidents;

- A third-party risk management framework designed to monitor and address risks from cybersecurity incidents of service providers, suppliers, and vendors that includes due diligence over [removed: third-party’s] [added: the] information security and technology control environment [added: of third parties] at onboarding and periodically throughout the lifecycle of the relationship.

| [removed: ] [added: ] | | | | | | | | | [removed: 29] [added: FY 2025 FORM 10-K] | | | [added: 28 | | |]

Our Board considers cybersecurity risk as part of its risk oversight function and has delegated to our [removed: ARC] [added: R&C] Committee oversight of cybersecurity and other information technology risks.

The [removed: ARC] [added: R&C] Committee oversees PayPal’s overall risk framework, including management’s implementation of our cybersecurity risk management program, and reports to the full Board of Directors on a regular basis on cybersecurity and information technology risk management.

The [removed: ARC] [added: R&C] Committee receives [removed: periodic] [added: quarterly] reports from the Chief Information Security Officer (“CISO”) on our cybersecurity risks.

Management also updates the [removed: ARC] [added: R&C] Committee, as necessary, regarding cybersecurity incidents.

Our CISO has over two decades of experience as a cybersecurity professional, including as a CISO at PayPal and four other organizations [removed: including] [added: that include] leading global financial services institutions and [removed: large scale] [added: large-scale] U.S. government agencies (including within the Department of Defense).

He has an extensive record of success shepherding digital transformation aligned with business goals, launching cybersecurity frameworks, building security engineering teams, [added: and] ensuring protection of assets, data, privacy, and company reputation.

The [removed: ARC] [added: R&C] Committee reports to the Board regarding its activities, including those related to cybersecurity risk oversight.

The Board also receives briefings at least annually from management on our [removed: Information Security] Program.

Board members receive presentations on cybersecurity topics from our CISO and external experts from time to time as part of our continuing education to the Board on topics relevant to their service [removed: as a member of] [added: on] our Board.

The CISO approves all security policies and oversees the identification, assessment, and management of cybersecurity risks, which [removed: provides] [added: is designed to provide] a proactive and comprehensive approach to safeguarding our information assets.

The teams have primary responsibility for our overall [removed: Information Security] Program and supervise both our internal cybersecurity personnel and our external cybersecurity consultants.

Our cybersecurity teams’ [removed: experience] [added: expertise] includes cybersecurity incident response, in-depth security assessments, [removed: and] security emulation exercises to evaluate security [removed: profile,] [added: profiles,] security research, education and outreach, and security tool development.

Our cybersecurity [removed: teams, in coordination with the CDC,] [added: teams] supervise efforts to prevent, detect, mitigate, and remediate cybersecurity threats and incidents through the operation of our incident response plan and various other means, which may include briefings from internal security personnel, threat intelligence and other information obtained from governmental, public or private sources, including external consultants engaged by us, as well as alerts and reports produced by security tools deployed in the IT environment.

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|  | | | | | | | | | FY 2025 FORM 10-K | | | 29 | | |

They also oversee, identify, and address security threats aimed at PayPal customers, employees, and partners.

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The CDC team oversees, identifies, and addresses security threats aimed at safeguarding PayPal employees, consumers, and merchants.

As of December 31, [removed: 2024,] [added: 2025,] our owned and leased properties provided us with aggregate square footage as follows:

| Leased facilities | | | 1.3 | | | | | | [removed: 1.6] [added: 1.5] | | | | | | [removed: 2.9] [added: 2.8] | | |

| Total facilities | | | 2.0 | | | | | | [removed: 1.8] [added: 1.7] | | | | | | [removed: 3.8] [added: 3.7] | | |

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|  | | | | | | | | | FY 2025 FORM 10-K | | | 30 | | |

As of January [removed: 29, 2025,] [added: 28, 2026,] there were [removed: 3,773] [added: 3,567] holders of record of our common stock.

The stock repurchase activity under our stock repurchase [removed: program] [added: programs] during the three months ended December 31, [removed: 2024] [added: 2025] is summarized [removed: as follows:][added: below:]

DIVIDENDS

In October 2025, we announced that our Board of Directors approved the initiation of a quarterly cash dividend program and declared a cash dividend of $0.14 per share on our common stock, totaling approximately $130 million.

The dividend was payable on December 10, 2025, to stockholders of record of our common stock as of the close of business on November 19, 2025.

We currently expect to continue to pay comparable cash dividends on a quarterly basis in the future; however, payments in future quarters will be subject to and contingent upon market conditions and approval by our Board of Directors at its sole discretion.

This program became effective in the fourth quarter of 2025 upon completion of the June 2022 stock repurchase program.

| Balance as of September 30, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 15,355 | |

| October 1, 2025 through October 31, 2025 | | | 7.8 | | | | | | $ | 70.20 | | | | | 7.8 | | | | | | | | | | | | 14,807 | | |

| November 1, 2025 through November 30, 2025 | | | 7.1 | | | | | | $ | 63.81 | | | | | 7.1 | | | | | | | | | | | | 14,354 | | |

| December 1, 2025 through December 31, 2025 | | | 8.2 | | | | | | $ | 60.91 | | | | | 8.2 | | | | | | | | | | | | 13,854 | | |

| Balance as of December 31, 2025 | | | 23.1 | | | | | | | | | | | | 23.1 | | | | | | | | | | | | $ | 13,854 | |

DIVIDEND POLICY

We have never paid any cash dividends and we currently do not anticipate paying any cash dividends in the foreseeable future.

| Balance as of September 30, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | $ | 6,081 | |

| October 1, 2024 through October 31, 2024 | | | 6.5 | | | | | | $ | 79.93 | | | | | 6.5 | | | | | | | | | | | | 5,559 | | |

| November 1, 2024 through November 30, 2024 | | | 7.1 | | | | | | $ | 83.87 | | | | | 7.1 | | | | | | | | | | | | 4,963 | | |

| December 1, 2024 through December 31, 2024 | | | 1.2 | | | | | | $ | 86.61 | | | | | 1.2 | | | | | | | | | | | | 4,856 | | |

| Balance as of December 31, 2024 | | | 14.8 | | | | | | | | | | | | 14.8 | | | | | | | | | | | | $ | 4,856 | |

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|  | | | | | | | | | 31 | | |

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|  | | | | | | | | | FY 2025 FORM 10-K | | | 31 | | |

The audited consolidated financial statements covering the years ended December 31, [added: 2025,] 2024, [removed: 2023,] and [removed: 2022] [added: 2023] and accompanying notes listed in Part IV, Item 15(a)(1) of this Form 10‑K are included in this report.

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|  | | | | | | | | | FY 2025 FORM 10-K | | | 52 | | |

*Evaluation of Disclosure Controls and Procedures.* Based on the evaluation of our disclosure controls and procedures (as defined in the Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act), our principal executive officer and our principal financial officer have concluded that as of December 31, [removed: 2024,] [added: 2025,] the end of the period covered by this report, our disclosure controls and procedures were effective.

Based on its evaluation under the framework in *Internal Control - Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 15(a) of this Form 10-K.

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|  | | | | | | | | | 52 | | |

[removed: On December 10, 2024,] [added: -] Frank Keller, Executive Vice President, General Manager – Large Enterprise and Merchant Platform Group, [removed: entered into an equity] [added: adopted a] trading plan [removed: that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.][added: on October 30, 2025.]

The trading plan [removed: has a duration of March 11, 2025] [added: is scheduled] to [added: expire no later than] December [removed: 5, 2025] [added: 15, 2026] with approximately [removed: 27,700] [added: 62,100] shares (vested and net shares expected to vest over the duration of the trading plan) subject to sale under the plan.

During the quarter ended December 31, 2025, each of the following Section 16 officers adopted an equity trading plan that is intended to satisfy the affirmative defense conditions of Rule 10b-1(c) under the Exchange Act:

- Suzan Kereere, President, Global Markets, adopted a trading plan on November 14, 2025.

The trading plan is scheduled to expire no later than March 10, 2027 with approximately 82,100 shares (vested and net shares expected to vest over the duration of the trading plan) subject to sale under the plan.

- Christopher Natali, Senior Vice President, Chief Accounting Officer, adopted a trading plan on November 18, 2025.

The trading plan is scheduled to expire no later than December 5, 2026 with approximately 8,000 shares (vested and net shares expected to vest over the duration of the trading plan) subject to sale under the plan.

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2024.][added: 2025.]

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|  | | | | | | | | | FY 2025 FORM 10-K | | | 53 | | |

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2024] [added: 2025] (excluding the information under the subheading “Pay Versus Performance”).

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2024.][added: 2025.]

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2024.][added: 2025.]

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|  | | | | | | | | | 53 | | |

Incorporated by reference from our Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 31, [removed: 2024.][added: 2025.]

| [removed: ] [added: ] | | | | | | | | | [removed: 54] [added: FY 2025 FORM 10-K] | | | [added: 54 | | |]

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| [Report of Independent Registered Public Accounting [removed: Firm](#ib3dae5da836145059661d448b661f3a4_112)] [added: Firm](#ib374be020e32478695eb0f302253050b_115)] (PCAOB ID 238) | | | [removed: [56](#ib3dae5da836145059661d448b661f3a4_112)] [added: [56](#ib374be020e32478695eb0f302253050b_115)] | | |

| [Consolidated Balance [removed: Sheets](#ib3dae5da836145059661d448b661f3a4_115)] [added: Sheets](#ib374be020e32478695eb0f302253050b_549755815636)] | | | [removed: [58](#ib3dae5da836145059661d448b661f3a4_115)] [added: [58](#ib374be020e32478695eb0f302253050b_549755815636)] | | |

| [Consolidated Statements of Income [removed: (Loss)](#ib3dae5da836145059661d448b661f3a4_118)] [added: (Loss)](#ib374be020e32478695eb0f302253050b_121)] | | | [removed: [59](#ib3dae5da836145059661d448b661f3a4_118)] [added: [59](#ib374be020e32478695eb0f302253050b_121)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#ib3dae5da836145059661d448b661f3a4_121)] [added: (Loss)](#ib374be020e32478695eb0f302253050b_124)] | | | [removed: [60](#ib3dae5da836145059661d448b661f3a4_121)] [added: [60](#ib374be020e32478695eb0f302253050b_124)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#ib3dae5da836145059661d448b661f3a4_124)] [added: Equity](#ib374be020e32478695eb0f302253050b_127)] | | | [removed: [61](#ib3dae5da836145059661d448b661f3a4_124)] [added: [61](#ib374be020e32478695eb0f302253050b_127)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib3dae5da836145059661d448b661f3a4_127)] [added: Flows](#ib374be020e32478695eb0f302253050b_130)] | | | [removed: [62](#ib3dae5da836145059661d448b661f3a4_127)] [added: [62](#ib374be020e32478695eb0f302253050b_130)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib3dae5da836145059661d448b661f3a4_130)] [added: Statements](#ib374be020e32478695eb0f302253050b_133)] | | | [removed: [64](#ib3dae5da836145059661d448b661f3a4_130)] [added: [64](#ib374be020e32478695eb0f302253050b_133)] | | |

| [Schedule II—Valuation and Qualifying [removed: Accounts](#ib3dae5da836145059661d448b661f3a4_196)] [added: Accounts](#ib374be020e32478695eb0f302253050b_211)] | | | [removed: [120](#ib3dae5da836145059661d448b661f3a4_196)] [added: [120](#ib374be020e32478695eb0f302253050b_211)] | | |

| [3. Exhibits Required by Item 601 of Regulation [removed: S-K](#ib3dae5da836145059661d448b661f3a4_202)] [added: S-K](#ib374be020e32478695eb0f302253050b_217)] | | | [removed: [121](#ib3dae5da836145059661d448b661f3a4_202)] [added: [121](#ib374be020e32478695eb0f302253050b_217)] | | |

| [removed: ] [added: ] | | | | | | | | | [removed: 55] [added: FY 2025 FORM 10-K] | | | [added: 55 | | |]

We have audited the accompanying consolidated balance sheets of PayPal Holdings, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income (loss), of comprehensive income (loss), of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024, listed in the index] [added: 2025] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

| [removed: ] [added: ] | | | | | | | | | [removed: 56] [added: FY 2025 FORM 10-K] | | | [added: 56 | | |]

*Allowance for [added: Certain] Consumer Loans Receivable*

As described in Notes 1 and 11 to the consolidated financial statements, the total allowance for [added: consumer] loans [removed: and interest] receivable was [removed: $461] [added: $369] million as of December 31, [removed: 2024, of which $341 million relates to consumer loans receivable.][added: 2025.]

The allowance for consumer loans receivable is primarily based on expectations of credit losses [removed: based on] [added: using] historical lifetime loss data and incorporates macroeconomic forecasts applied to the portfolio.

The consumer loss models incorporate various portfolio attributes including geographic region, loan term, delinquency, credit rating, vintage, and for the revolving credit portfolio, macroeconomic factors such as forecasted trends in [removed: household disposable income and retail e-commerce sales.][added: average weekly earnings.]

[removed: The] [added: For certain consumer loans, the] forecasted macroeconomic factors are sourced externally, using [removed: a single scenario to reflect] [added: probability weighted multiple economic scenarios considering] the economic conditions applicable to a particular period.

The principal considerations for our determination that performing procedures relating to the allowance for [added: certain] consumer loans receivable is a critical audit matter are (i) a high degree of auditor subjectivity and effort in performing procedures and evaluating audit evidence [removed: relating] [added: related] to certain consumer loss models, and for the revolving credit portfolio, [removed: forecasted] [added: the] macroeconomic factors related to [removed: household disposable income and retail e-commerce sales used to estimate expected credit losses;] [added: the forecasted trends in average weekly earnings,] and (ii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the allowance for [added: certain] consumer loans receivable, including controls over certain consumer loss models, and for the revolving credit portfolio, [removed: forecasted] [added: the] macroeconomic factors related to [removed: household disposable income and retail e-commerce sales used to estimate expected credit losses.][added: the forecasted trends in average weekly earnings.]

These procedures also included, among others (i) testing management’s process for [removed: determining] [added: developing] the allowance for [added: certain] consumer loans receivable; (ii) testing the completeness and accuracy of certain data used in [removed: the estimate;] [added: certain consumer loss models;] and (iii) the involvement of professionals with specialized skill and knowledge to assist in evaluating (a) the appropriateness of certain [removed: methodologies and] consumer loss models used by management and (b) for the revolving credit portfolio, the reasonableness of [removed: forecasted] macroeconomic factors related to [removed: household disposable income and retail e-commerce sales.][added: the forecasted trends in average weekly earnings.]

| [removed: ] [added: ] | | | | | | | | | [removed: 57] [added: FY 2025 FORM 10-K] | | | [added: 57 | | |]

| | | | [removed: As of December 31,] [added: December 31, 2024] | | | | | | | | | [added: | | | | | |]

| | | | [added: | | | | | |] 2024 | | | | | | [added: | | | | | |] 2023 | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Cash and cash equivalents | | | $ | [removed: 6,561] [added: 8,049] | | | | | $ | [added: 6,662 | | | | | $ |] 9,081 | |

| Short-term investments | | | [removed: 4,262] [added: 2,373] | | | | | | [removed: 4,979] [added: 4,262] | | |

| Accounts receivable, net | | | [removed: 984] [added: 840] | | | | | | [removed: 1,069] [added: 984] | | |

| Loans and interest receivable, held for sale | | | [removed: 541] [added: 1,726] | | | | | | [removed: 563] [added: 541] | | |

| Loans and interest receivable, net of allowances of [removed: $461] [added: $539] and [removed: $540] [added: $461] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively | | | [removed: 6,422] [added: 6,746] | | | | | | [removed: 5,433] [added: 6,422] | | |

| Funds receivable and customer accounts | | | [removed: 37,671] [added: 38,198] | | | | | | [removed: 38,935] [added: 37,671] | | |

| Prepaid expenses and other current assets | | | [removed: 4,651] [added: 1,827] | | | | | | [removed: 2,509] [added: 1,664] | | |

| Total current assets | | | [removed: 61,092] [added: 59,759] | | | | | | [removed: 62,569] [added: 58,206] | | |

| Long-term investments | | | [removed: 4,583] [added: 4,330] | | | | | | [removed: 3,273] [added: 4,583] | | |

| Property and equipment, net | | | [removed: 1,508] [added: 1,700] | | | | | | [removed: 1,488] [added: 1,508] | | |

| Goodwill | | | [removed: 10,837] [added: 10,864] | | | | | | [removed: 11,026] [added: 10,837] | | |

| Intangible assets, net | | | [removed: 326] [added: 208] | | | | | | [removed: 537] [added: 326] | | |

| Other assets | | | [removed: 3,265] [added: 3,312] | | | | | | [removed: 3,273] [added: 3,265] | | |

| Total [removed: assets] [added: assets(2)] | | | $ | 81,611 | | | | | $ | [removed: 82,166] [added: (2,886)] | | [added: | | | $ | 78,725 | |]

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February 3, 2026

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| Total assets | | | $ | 80,173 | | | | | $ | 78,725 | |

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| Net income (loss) | | | $ | 5,233 | | | | | $ | 4,147 | | | | | $ | 4,246 | |

| Tax (expense) benefit on foreign CTA, net | | | (3) | | | | | | 14 | | | | | | — | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Tax benefit on foreign CTA | | | — | | | | | | — | | | | | | — | | | | | | 14 | | | | | | — | | | | | | | | | | | | 14 | | |

| Adoption of crypto asset accounting standard | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 20 | | | | | | | | | | | | 20 | | |

| Tax expense on foreign CTA | | | — | | | | | | — | | | | | | — | | | | | | (3) | | | | | | — | | | | | | | | | | | | (3) | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Cash dividends declared ($0.14 per share) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (130) | | | | | | | | | | | | (130) | | |

| Balances at December 31, 2025 | | | 920 | | | | | | $ | (33,138) | | | | | $ | 21,582 | | | | | $ | (658) | | | | | $ | 32,470 | | | | | | | | | | | $ | 20,256 | |

| | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income (loss) | | | $ | 5,233 | | | | | $ | 4,147 | | | | | $ | 4,246 | |

| Transaction and credit losses | | | 1,720 | | | | | | 1,442 | | | | | | 1,682 | | |

| Payments of dividends to stockholders | | | (130) | | | | | | — | | | | | | — | | |

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PYUSD is a stablecoin pegged to the U.S. dollar and fully backed by U.S. dollar deposits, U.S. Treasuries, and similar cash equivalents.

Each token of PYUSD held by PayPal represents a contractual right to redeem with the third-party issuer of PYUSD for one U.S. dollar.

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February 4, 2025

| | | | (In millions, except for per share amounts) | | | | | | | | | | | | | | |

| Balances at December 31, 2021 | | | 1,168 | | | | | | $ | (11,880) | | | | | $ | 17,208 | | | | | $ | (136) | | | | | $ | 16,535 | | | | | | | | | | | $ | 21,727 | |

| Tax benefit on unrealized losses on available-for-sale debt securities, net | | | — | | | | | | — | | | | | | — | | | | | | 120 | | | | | | — | | | | | | | | | | | | 120 | | |

| Net investment hedges CTA gains, net | | | — | | | | | | — | | | | | | — | | | | | | 122 | | | | | | — | | | | | | | | | | | | 122 | | |

| Other | | | 159 | | | | | | 86 | | | | | | 187 | | |

| Cash and cash equivalents | | | $ | 6,561 | | | | | $ | 9,081 | | | | | $ | 7,776 | |

We operate globally and in a rapidly evolving regulatory environment characterized by a heightened focus by regulators globally on all aspects of the payments industry, including anti-money laundering, countering terrorist financing, privacy, cybersecurity, and consumer protection.

The laws and regulations applicable to us, including those enacted prior to the advent of digital payments, continue to evolve through legislative and regulatory action and judicial interpretation.

New or changing laws and regulations, including changes to their interpretation and implementation, as well as increased penalties and enforcement actions related to non-compliance, could have a material adverse impact on our business, results of operations, and financial condition.

We monitor these areas closely and are focused on designing compliant solutions for our customers.

The investments in nonconsolidated VIEs are primarily investments in funds that are limited partnerships or similar structures which are focused on increasing access to capital for underserved communities.

In June 2023, we entered into a multi-year agreement with a global investment firm to sell United Kingdom (“U.K.”) and other European buy now, pay later loan receivables, consisting of eligible loans and interest receivable and a forward-flow arrangement for the sale of future originations of eligible loans over a 24-month commitment period (together, “eligible consumer installment receivables”).

In December 2024, this agreement was amended and restated to extend the commitment period to December 2026 and to increase the maximum balance of loans that can be sold at a time.

Following the sale, the global investment firm becomes the owner of the eligible consumer installment receivables sold and we no longer hold an ownership interest in these receivables.

Prior to the decision to sell, this portfolio was reported at outstanding principal balances, including unamortized deferred origination costs and estimated collectible interest and fees, net of allowances for credit losses.

Loans and interest receivable, held for sale as of December 31, 2024 and 2023 represents installment consumer receivables that we originated and intend to sell to the global investment firm.

We maintain the servicing rights for the entire pool of consumer and merchant receivables outstanding and receive a market-based service fee for servicing the assets underlying the participation interest sold.

We offer both revolving and installment credit products to our consumers.

In connection with the sale of our eligible consumer installment receivables and the reclassification of that portfolio as held for sale in 2023, we reversed the previously recorded allowances for credit losses associated with those loans and interest receivable balances.

Charge-offs and any adjustments to the fair value of loans and interest receivable, held for sale, are recorded in restructuring and other on our consolidated statement of income (loss).

In the third quarter of 2024, we updated our expected credit loss model for our PPWC portfolio to reflect its current risk characteristics.

Under applicable accounting standards, we are an agent when facilitating cryptocurrency transactions on behalf of our customers.

Cryptocurrencies held on behalf of our customers are not PayPal’s assets and therefore, are not reflected as cryptocurrency assets on our consolidated balance sheets; however, we recognize a crypto asset safeguarding liability with a corresponding safeguarding asset to reflect our obligation to safeguard the cryptocurrencies held on behalf of our customers.

We evaluate ROU assets related to leases for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount of an ROU asset may not be recoverable.

Crypto asset safeguarding liability and corresponding safeguarding asset

See “Note 7—Other Financial Statement Details” for information related to our crypto asset safeguarding liability and corresponding safeguarding asset.

We determine compensation expense associated with stock options based on the estimated grant date fair value method using the Black-Scholes valuation model.

The guidance can be applied either prospectively or retrospectively.

Upon adoption we will no longer recognize the crypto asset safeguarding liability and corresponding safeguarding asset on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting* (Topic 280): *Improvements to Reportable Segment Disclosures*.

The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses.

The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures.

We adopted this guidance in the fourth quarter of 2024.

interest and fees earned on loans and interest receivable, including loans and interest receivable held for sale, as well as hedging gains or losses, and interest earned on certain assets underlying customer balances.

DIVESTITURES COMPLETED IN 2023

The adjustments to goodwill during 2023 pertained to foreign currency translation adjustments and a reduction in goodwill associated with the divestiture of Happy Returns.

For additional information, see “Note 4—Business Combinations and Divestitures.”

| [4.03](https://www.sec.gov/Archives/edgar/data/1633917/000119312519255466/d810419dex42.htm) | | | | | | Officer’s Certificate, dated as of September 26, 2019, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee, containing Forms of [removed: 2024 Note,] 2026 [removed: Note,] [added: Note] and 2029 Note | | | | | | 8-K | | | 9/26/2019 | | |

| [4.04](https://www.sec.gov/Archives/edgar/data/1633917/000119312520145106/d912137dex42.htm) | | | | | | Officer’s Certificate, dated as of May 18, 2020, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Wells Fargo Bank, National Association, as Trustee, containing Forms of [removed: 2025 Note,] 2030 [removed: Note,] [added: Note] and 2050 Note | | | | | | 8-K | | | 5/18/2020 | | |

| [4.05](https://www.sec.gov/Archives/edgar/data/1633917/000119312522157463/d307111dex42.htm) | | | | | | Officer’s Certificate, dated as of May 23, 2022, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and [added: Computershare Trust Company, N.A. as successor to] Wells Fargo Bank, National Association, as Trustee, containing Forms of 2027 Note, 2032 Note, 2052 Note, and 2062 Note | | | | | | 8-K | | | 5/23/2022 | | |

| [4.06](https://www.sec.gov/Archives/edgar/data/1633917/000119312523163898/d495603dex42.htm) | | | | | | Officer’s [removed: Certificate] [added: Certificate, dated as of June 9, 2023,] pursuant to the Indenture, dated as of [removed: June 9, 2023,] [added: September 26, 2019, by and between PayPal Holdings, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee,] containing Forms of Note for [removed: 0.813% Notes due 2025,] 0.972% Notes due [removed: 2026,] [added: 2026] and 1.240% Notes due [removed: 2026] [added: 2028] | | | | | | 8-K | | | 6/9/2023 | | |

| [4.07](https://www.sec.gov/Archives/edgar/data/1633917/000119312524148078/d733562dex42.htm) | | | | | | Officer’s [removed: Certificate] [added: Certificate, dated as of May 28, 2024,] pursuant to the Indenture, dated as of [removed: May 28, 2024,] [added: September 26, 2019, by and between PayPal Holdings, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee,] containing Forms of Note for 5.150% Notes due 2034 and 5.500% Notes due 2054 | | | | | | 8-K | | | 5/28/2024 | | |

| [removed: [10.03+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000073/a2015equityplan_amendedx20.htm)] [added: [10.03+](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000105/a2015equityincentiveawardp.htm)] | | | | | | PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as Amended and Restated | | | | | | 8-K | | | [removed: 5/28/2024] [added: 6/9/2025] | | |

| [removed: [10.05+](https://www.sec.gov/Archives/edgar/data/1633917/000119312524184940/d809666dex101.htm)] [added: [10.05+](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/executiveseveranceplannove.htm)] | | | | | | PayPal Holdings, Inc. Executive Change in Control and Severance Plan, as amended and restated, effective as of [removed: July] [added: November] 24, [removed: 2024] [added: 2025] | | | [added: X] | | | [removed: 8-K] | | | [removed: 7/25/2024] | | |

| [removed: ] [added: ] | | | | | | | | | [removed: 121] [added: FY 2025 FORM 10-K] | | | [added: 121 | | |]

| [removed: [10.10+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)[2](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1012.htm)] | | | | | | Form of Director Annual Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | | | | | | 10-12B/A | | | 5/14/2015 | | |

| [removed: [10.11+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)[3](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000119312515188285/d877527dex1013.htm)] | | | | | | Form of Electing Director Quarterly Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan | | | | | | 10-12B/A | | | 5/14/2015 | | |

| [removed: [10.12+](https://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)[4](https://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391718000115/exhibit102arespp.htm)] | | | | | | PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan | | | | | | 8-K | | | 5/25/2018 | | |

| [removed: [10.13+](https://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)[1](https://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)[5](https://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)[+](https://www.sec.gov/Archives/edgar/data/0001633917/000163391721000169/amendmenttoesppfinal.htm)] | | | | | | Amendment to PayPal Holdings, Inc. Amended and Restated Employee Stock Purchase Plan | | | | | | 10-Q | | | 11/9/2021 | | |

| [removed: [10.14+](https://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)[6](https://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000119312522193970/d379405dex991.htm)] | | | | | | PayPal Holdings, Inc. 2022 Inducement Plan | | | | | | [removed: 10-Q] [added: S-8] | | | [removed: 8/3/2022] [added: 7/15/2022] | | |

| [removed: [10.15+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523212353/d475247dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1633917/000119312523212353/d475247dex101.htm)[7](https://www.sec.gov/Archives/edgar/data/1633917/000119312523212353/d475247dex101.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523212353/d475247dex101.htm)] | | | | | | Letter Agreement by and between PayPal Holdings, Inc. and Alex Chriss, dated August 10, 2023 | | | | | | 8-K | | | 8/14/2023 | | |

| [removed: [10.16+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523268244/d560139dex101.htm)] [added: [10.1](https://www.sec.gov/Archives/edgar/data/1633917/000119312523268244/d560139dex101.htm)[8](https://www.sec.gov/Archives/edgar/data/1633917/000119312523268244/d560139dex101.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000119312523268244/d560139dex101.htm)] | | | | | | Offer Letter, dated October 29, 2023, by and between PayPal Holdings, Inc. and Jamie Miller | | | | | | 8-K | | | 11/1/2023 | | |

| [removed: [10.17](https://www.sec.gov/Archives/edgar/data/1633917/000119312523165556/d444307dex101.htm)] [added: [10.19](https://www.sec.gov/Archives/edgar/data/1633917/000119312523165556/d444307dex101.htm)] | | | | | | Credit Agreement, dated as of June 7, 2023, among PayPal Holdings, Inc. the Designated Borrowers party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Australia Limited, as the Administrative Agents | | | | | | 8-K | | | 6/13/2023 | | |

| [removed: [10.18†](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1018amendmentandres.htm)] [added: [10.20^†](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/ardeedfullycompiled-evtrac.htm)] | | | | | | Deed of Amendment [added: and Restatement dated November 11, 2025] in relation to [added: the] Receivables Purchase Agreement [removed: dated as of December 12, 2024] and [removed: Amended and Restated] [added: the] Receivables [removed: Purchase] [added: Management] Agreement dated as of [removed: June 16, 2023 (as amended and restated as of] December 12, [removed: 2024),] [added: 2023,] by and between PayPal (Europe) S.à r.l. et Cie, SCA (as [removed: Seller and] Receivables [removed: Manager),] [added: Manager and Seller),] PayPal UK Ltd (as Receivables Manager), Alps Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services Limited (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps Partners (Holding) S.à r.l. (as Class C Lender) | | | X | | | | | | | | |

| [removed: [10.19†](https://www.sec.gov/Archives/edgar/data/1633917/000163391723000156/exhibit103amendedandrestat.htm)] [added: [10.22^†](https://www.sec.gov/Archives/edgar/data/1633917/000119312525284822/d93754dex102.htm)] | | | | | | Receivables Management Agreement, dated as of [removed: June 16, 2023 in the form as amended and restated as of October 13, 2023] [added: November 11, 2025] by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Seller and [added: EU] Receivables Manager), [added: PayPal UK Ltd (as UK Receivables Manager),] Alps [added: 2.0] Partners S.à r.l. (as Purchaser), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps [added: 2.0] Partners [removed: (Holding)] [added: ( Holding)] S.à r.l. [removed: (as] [added: as] Class C Lender) | | | | | | [removed: 10-Q] [added: 8-K] | | | [removed: 11/2/2023] [added: 11/17/2025] | | |

| [removed: [10.20†](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1020deedofamendment.htm)] [added: [10.21^†](https://www.sec.gov/Archives/edgar/data/1633917/000119312525284822/d93754dex101.htm)] | | | | | | [removed: Deed of Amendment in relation to] Receivables Purchase [removed: Agreement and the Receivables Management Agreement] [added: Agreement,] dated as of [removed: December 12, 2023,] [added: November 11, 2025] by and between PayPal (Europe) S.à r.l. et Cie, SCA (as [removed: Receivables Manager] [added: Seller] and [removed: Seller),] [added: a Receivables Manager),] PayPal UK Ltd (as [added: a] Receivables [removed: Manager),] [added: Manager and collectively with PayPal (Europe) S.à r.l. et Cie, SCA, the Receivables Managers),] Alps [added: 2.0] Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services [removed: Limited] [added: limited] (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps [added: 2.0] Partners (Holding) [removed: S.à r.l. (as] [added: as] Class C Lender) | | | [removed: X] | | | [added: 8-K] | | | [added: 11/17/2025] | | |

| [removed: [10.22+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/mgillofferletter_final.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/mgillofferletter_final.htm)[3](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/mgillofferletter_final.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/mgillofferletter_final.htm)] | | | | | | Offer Letter, dated October 23, 2023, by and between PayPal Holdings, Inc. and Michelle Gill | | | | | | 10-K | | | 2/8/2024 | | |

| [removed: [10.23+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/dscottiofferletter_final.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/dscottiofferletter_final.htm)[4](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/dscottiofferletter_final.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/dscottiofferletter_final.htm)] | | | | | | Offer Letter, dated October 23, 2023, by and between PayPal Holdings, Inc. and Diego Scotti | | | | | | 10-K | | | 2/8/2024 | | |

| [removed: ] [added: ] | | | | | | | | | [removed: 122] [added: FY 2025 FORM 10-K] | | | [added: 122 | | |]

| [removed: [10.24+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/skereereofferletter_final.htm)] [added: [10.2](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/skereereofferletter_final.htm)[5](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/skereereofferletter_final.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000024/skereereofferletter_final.htm)] | | | | | | Offer Letter, dated December 4, 2023, by and between PayPal Holdings, Inc. and Suzan Kereere | | | | | | 10-K | | | 2/8/2024 | | |

| [removed: [10.25+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000075/offerletter-christophernat.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000075/offerletter-christophernat.htm)[26](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000075/offerletter-christophernat.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000075/offerletter-christophernat.htm)] | | | | | | Offer Letter, dated May 28, 2024, by and between PayPal Holdings, Inc. and Christopher Natali | | | | | | 8-K | | | 6/3/2024 | | |

| [removed: [10.26+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000048/awebsterofferletter.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000048/awebsterofferletter.htm)[27](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000048/awebsterofferletter.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391724000048/awebsterofferletter.htm)] | | | | | | Letter agreement by and between PayPal Holdings, Inc. and Aaron Webster, dated February 5, 2024 | | | | | | 10-Q | | | 4/30/2024 | | |

| [removed: [10.](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)[2](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)[7](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/a2025independentdirectorco.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/a2026independentdirectorco.htm)[28](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/a2026independentdirectorco.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/a2026independentdirectorco.htm)] | | | | | | Independent Director Compensation Policy | | | X | | | | | | | | |

| [removed: [19.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1901-2025insidertra.htm)[^](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1901-2025insidertra.htm)] [added: [19.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/insidertradingpolicy_2026x.htm)[^](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/insidertradingpolicy_2026x.htm)] | | | | | | PayPal Holdings, Inc. Insider Trading Policy | | | X | | | | | | | | |

| [removed: [21.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit2101subsidiarylistf.htm)] [added: [21.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/exhibit2101subsidiarylistf.htm)] | | | | | | List of Subsidiaries | | | X | | | | | | | | |

| [removed: [23.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/consentletterfy2024.htm)] [added: [23.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/paypal-pwcfy2510kconsentvf.htm)] | | | | | | PricewaterhouseCoopers LLP consent | | | X | | | | | | | | |

| [removed: [2](#ib3dae5da836145059661d448b661f3a4_208)[4](#ib3dae5da836145059661d448b661f3a4_208)[.01](#ib3dae5da836145059661d448b661f3a4_208)] [added: [24.01](#ib374be020e32478695eb0f302253050b_223)] | | | | | | Power of Attorney (see signature page) | | | X | | | | | | | | |

| [removed: [31.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit3101ceoq42024.htm)] [added: [31.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/exhibit3101ceocfoq42025.htm)] | | | | | | Certification of PayPal Holdings, Inc.’s Chief Executive [added: Officer and Chief Financial] Officer, as required by Section 302 of the Sarbanes-Oxley Act of 2002 | | | X | | | | | | | | |

| [removed: [31.02](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit3102cfoq42024.htm)] [added: [32.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/exhibit3201ceocfoq42025.htm)] | | | | | | Certification of PayPal Holdings, Inc.’s Chief [added: Executive Officer and Chief] Financial Officer, as required by Section [removed: 302] [added: 906] of the Sarbanes-Oxley Act of 2002 | | | X | | | | | | | | |

| [removed: [97.](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit9701paypalholdingsi.htm)[0](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit9701paypalholdingsi.htm)[1](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit9701paypalholdingsi.htm)[+](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit9701paypalholdingsi.htm)] [added: [97.01+](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/dodd-frankclawbackpolicyja.htm)] | | | | | | PayPal Holdings, Inc. Mandatory Recovery Policy for Executive Officers | | | X | | | | | | | | |

| 101 | | | | | | The following financial information related to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2024,] [added: 2025,] formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows; and (vi) the related Notes to Consolidated Financial Statements | | | X | | | | | | | | |

| [removed: ] [added: ] | | | | | | | | | [removed: 123] [added: FY 2025 FORM 10-K] | | | [added: 123 | | |]

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February [removed: 4, 2025.][added: 3, 2026.]

| | | | | | | | | | Name: Title: | | | [removed: Alex Chriss President,] [added: Jamie Miller Interim President and] Chief Executive Officer and [removed: Director] [added: Executive Vice President, Chief Financial and Operating Officer] | | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Alex Chriss,] Jamie Miller, Bimal Patel, Brian Y.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February [removed: 4, 2025.][added: 3, 2026.]

| Principal Executive [added: Officer and Principal Financial] Officer: | | | | | | | | | Principal [removed: Financial] [added: Accounting] Officer: | | | | | |

| [4.08](https://www.sec.gov/Archives/edgar/data/1633917/000119312525048492/d924683dex42.htm) | | | | | | Officer’s Certificate, dated as of March 6, 2025, pursuant to the Indenture, dated as of September 26, 2019, by and between PayPal Holdings, Inc. and Computershare Trust Company, N.A. as successor to Wells Fargo Bank, National Association, as Trustee, containing Forms of Note for Floating Rate Notes due 2028, 4.450% Notes due 2028 and 5.100% Notes due 2035 | | | | | | 8-K | | | 3/6/2025 | | |

| [1](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/paypal-globalrsuawardagree.htm)[0.](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/paypal-globalrsuawardagree.htm)[10+](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/paypal-globalrsuawardagree.htm) | | | | | | Form of Global Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated (2026) | | | X | | | | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/paypal-globalpbrsuawardagr.htm)[0.](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/paypal-globalpbrsuawardagr.htm)[11+](https://www.sec.gov/Archives/edgar/data/1633917/000163391726000024/paypal-globalpbrsuawardagr.htm) | | | | | | Form of Global Performance Based Restricted Stock Unit Award Grant Notice and Performance Based Restricted Stock Unit Award Agreement under the PayPal Holdings, Inc. 2015 Equity Incentive Award Plan, as amended and restated (2026) | | | X | | | | | | | | |

| [10.29](https://www.sec.gov/Archives/edgar/data/1633917/000119312525283161/d60784dex101.htm) | | | | | | Form of Commercial Paper Dealer Agreement between the Company, as issuer, and the applicable Dealer party thereto | | | | | | 8-K | | | 11/14/2025 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| By: | | | */s/ Joy Chik* | | | | | | By: | | | */s/ Jonathan Christodoro* | | |

| | | | Joy Chik | | | | | | | | | Jonathan Christodoro | | |

| By: | | | */s/ Ann M. Sarnoff* | | | | | | By: | | | */s/ Deirdre Stanley* | | |

| | | | Ann M. Sarnoff | | | | | | | | | Deirdre Stanley | | |

| | | | | | | | | | | | | | | |

| | | | Director | | | | | | | | | | | |

| | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [10.21](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit1021deedofamendment.htm) | | | | | | Deed of Amendment in relation to Receivables Management Agreement dated as of July 8, 2024, by and between PayPal (Europe) S.à r.l. et Cie, SCA (as Receivables Manager and Seller), PayPal UK Ltd (as Receivables Manager), Alps Partners S.à r.l. (as Purchaser), BNY Mellon Corporate Trustee Services Limited (as Security Agent), Avega S.à r.l. (as Back-Up Receivables Manager Facilitator) and Alps Partners (Holding) S.à r.l. (as Class C Lender) | | | X | | | | | | | | |

| [32.01](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit3201ceoq42024.htm) | | | | | | Certification of PayPal Holdings, Inc.’s Chief Executive Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 | | | X | | | | | | | | |

| [32.02](https://www.sec.gov/Archives/edgar/data/1633917/000163391725000019/exhibit3202cfoq42024.htm) | | | | | | Certification of PayPal Holdings, Inc.’s Chief Financial Officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 | | | X | | | | | | | | |

| | | | By: | | | | | | */s/ Alex Chriss* | | | | | |

| | | | Alex Chriss | | | | | | | | | Jamie Miller | | |

| | | | | | | | | | Principal Accounting Officer: | | | | | |

| | | | | | | | | | | | | Vice President, Chief Accounting Officer | | |

| By: | | | */s/ Rodney C. Adkins* | | | | | | By: | | | */s/ Jonathan Christodoro* | | |

| | | | Rodney C. Adkins | | | | | | | | | Jonathan Christodoro | | |